Common use of Notice of Incidental Registration Clause in Contracts

Notice of Incidental Registration. (a) Subject to Section 3.1(b) and Section 3.1(c), if the Company at any time proposes to register under the Securities Act any shares of the same class as any of the Registrable Securities (whether in an underwritten public offering or otherwise and whether or not for the account of the Company or for any stockholder of the Company, including Selling Stockholders registering Registrable Shares in a Demand Registration pursuant to Section 2), in a manner that would permit the registration under the Securities Act of Registrable Securities for sale to the public, the Company will give written notice to each Stockholder of its intention to do so not later than ten (10) days prior to the anticipated filing date of the applicable Registration Statement. If the proposed registration is intended to be a Demand Registration, the Company shall give the notice described in the preceding sentence but only to the Stockholders that did not previously elect to become Demanding Stockholders pursuant to Section 2 with respect to such registration. Any Stockholder may elect to participate in such registration on the same basis as the planned method of distribution contemplated by the proposed registration by delivering written notice of its election to the Company within five (5) days after its receipt of the Company's notice pursuant to this Section 3.1(a). A Stockholder's election pursuant to this Section 3.1(a) must (i) specify the amount of Registrable Securities desired to be included in such registration by such Stockholder and (ii) include any other information that the Company reasonably requests be included in such registration statement. Upon its receipt of a Stockholder's election pursuant to this Section 3.1(a), the Company will, subject to Section 3.2, use its reasonable best efforts to include in such registration all Registrable Securities requested to be included. Any registration of Registrable Securities pursuant to this Section 3 is referred to as an "Incidental Registration."

Notice of Incidental Registration. (a) Subject to Section 3.1(b) and Section 3.1(c), if the Company If at any time following the --------------------------------- Registration Rights Commencement Date, Sprint proposes to register under the Securities Act any shares of the same class as any of the Registrable Securities (for purposes of this Agreement shares of Series 1 PCS Stock, Series 2 PCS Stock and Series 3 PCS Stock shall be considered shares of the same class) (whether in an underwritten public offering or otherwise and whether or not for the account of the Company Sprint or for any stockholder of the CompanySprint, including Selling Stockholders registering Registrable Shares in a Demand Registration pursuant to Section 2) (other than a registration statement on Form S-4 (or any other registration statement registering shares issued in a merger, consolidation, acquisition or similar transaction) or Form S-8 or any successor or comparable forms, or a registration statement filed in connection with an exchange offer or any offering of securities solely to the Company's existing stockholders or otherwise pursuant to a dividend reinvestment plan, stock purchase plan or other employee benefit plan), in a manner that which would permit the registration under the Securities Act of Registrable Securities for sale to the public, the Company will Sprint shall give written notice to the Designated Representative of each Stockholder Group any of whose members hold Registrable Securities of such same class or series of its intention to do so not later than ten (10) days prior to the anticipated filing date of the applicable Registration Statement. If the proposed registration is intended to be a Demand Registration, the Company Sprint shall give the notice described in the preceding sentence but but, as to any of the Stockholders, only to the Stockholders Designated Representative of those Stockholder Groups that did not previously elect to become Demanding Stockholders Initiating Holders pursuant to Section 2 with respect to such registrationDemand Registration. Any Upon receipt of any such notice by its respective Designated Representative each Stockholder may elect shall have the right (an "Incidental Registration Right") to participate in such registration on the same basis as the planned method of distribution contemplated by the proposed registration by delivering giving Sprint a written request to register any or all of such Stockholder's Registrable Securities of such same class or series in connection with the registration described in such written notice of its election to the Company from Sprint within five (5) days after its receipt of the Company's such notice pursuant to this Section 3.1(a). A Stockholder's election pursuant to this Section 3.1(a) must has been given by Sprint (with such request stating (i) specify the amount of Registrable Securities desired to be included in such registration by such Stockholder and (ii) include any other information that the Company Sprint reasonably requests be included in such registration statement) (such registration, an "Incidental Registration"). Upon its receipt of a Stockholder's election pursuant to this Section 3.1(a)such request, the Company Sprint will, subject to the provisions of Section 3.23(b) below, use its commercially reasonable best efforts to include in cause all such registration all Registrable Securities of such same class or series requested to be included in such Incidental Registration to be so included. Any registration of Registrable Securities pursuant to this Section 3 is referred to as an "Incidental Registration."

Notice of Incidental Registration. (a) Subject to Section 3.1(b) and Section 3.1(c), if the Company CCI at any time after the date hereof proposes to register under the Securities Act any shares of the same class as any of the Registrable Securities (whether in an underwritten public offering or otherwise and whether or not for the account of the Company CCI or for any stockholder of the CompanyCCI, including Selling selling Stockholders registering Registrable Shares Securities in a Demand Registration pursuant to Section 22.2), in a manner that would permit the registration under the Securities Act of Registrable Securities for sale to the public, the Company CCI will give written notice to each Stockholder of its intention to do so not later than ten (10) days prior to the anticipated filing date of the applicable Registration Statement. If the proposed registration is intended to be a Demand Registration, the Company CCI shall give the notice described in the preceding sentence but only to the those Stockholders that did not previously elect to become Demanding Stockholders pursuant to Section 2 2.2. with respect to such registration. Any Stockholder may elect to participate in such registration on the same basis as the planned method of distribution contemplated by the proposed registration by delivering written notice of its election to the Company CCI within five (5) days after its receipt of the CompanyCCI's notice pursuant to this Section 3.1(a). ) A Stockholder's election pursuant to this Section 3.1(a) must (i) specify the amount of Registrable Securities desired to be included in such registration by such Stockholder stockholder and (ii) include any other information that the Company CCI reasonably requests be included in such registration statement. Upon its receipt of a Stockholder's election pursuant to this Section 3.1(a), the Company CCI will, subject to Section 3.2, use its reasonable best efforts to include in such registration all Registrable Securities requested to be included. Any registration of Registrable Securities pursuant to this Section Article 3 is referred to as an "Incidental Registration."

Notice of Incidental Registration. (a) Subject to Section 3.1(b) and Section 3.1(c), if the Company Charter at any time proposes to register under the Securities Act any shares of the same class as any of the Registrable Securities (whether in an underwritten public offering or otherwise and whether or not for the account of the Company Charter or for any stockholder of the CompanyCharter, including Selling Stockholders registering Registrable Shares in a Demand Registration pursuant to Section 221.3), in a manner that would permit the registration under the Securities Act of Registrable Securities for sale to the public, the Company Charter will give written notice to each Stockholder of its intention to do so not later than ten (10) days prior to the anticipated filing date of the applicable Registration Statement. If the proposed registration is intended to be a Demand Registration, the Company Charter shall give the notice described in the preceding sentence but only to the Stockholders that did not previously elect to become Demanding Stockholders pursuant to Section 2 21.3 with respect to such registration. Any Stockholder may elect to participate in such registration on the same basis as the planned method of distribution contemplated by the proposed registration by delivering written notice of its election to the Company Charter within five (5) days after its receipt of the CompanyCharter's notice pursuant to this Section 3.1(a). A Stockholder's election pursuant to this Section 3.1(a) must (i) specify the amount of Registrable Securities desired to be included in such registration by such Stockholder and (ii) include any other information that the Company Charter reasonably requests be included in such registration statement. Upon its receipt of a Stockholder's election pursuant to this Section 3.1(a), the Company Charter will, subject to Section 3.2, use its reasonable best efforts to include in such registration all Registrable Securities requested to be included. Any registration of Registrable Securities pursuant to this Section 3 is referred to as an "Incidental Registration."

Notice of Incidental Registration. (a) Subject to Section 3.1(b) and Section 3.1(c), if the Company If at any time following the --------------------------------- closing date of the IPO, @Home proposes to register under the Securities Act any shares of the same class as any Series A Common Stock or other equity securities of the Registrable Securities @Home (whether in an underwritten public offering or otherwise and whether or not for the account of the Company @Home or for any stockholder selling stockholder) (other than a registration statement on Form S-4 or Form S-8 or any successor or comparable forms or a shelf registration statement registering a continuous offering of securities pursuant to Rule 415 or a registration pursuant to the Company, including Selling Stockholders registering Registrable Shares in a Special Demand Registration pursuant to Section 2), Right) in a manner that which would permit the registration under the Securities Act of Registrable Securities Shares for sale to the public, the Company will @Home shall give written notice to each Stockholder of its intention to do so not later than ten twenty (1020) days Business Days prior to the anticipated filing date of the applicable Registration Statement. If the proposed registration is intended to be a Demand RegistrationUpon receipt of any such notice, the Company shall give the notice described in the preceding sentence but only to the Stockholders that did not previously elect to become Demanding Stockholders pursuant to Section 2 with respect to such registration. Any each Stockholder may elect to participate in such registration on by giving @Home a written request to register any or all of such Stockholder's Registrable Shares in connection with the same basis as the planned method of distribution contemplated by the proposed registration by delivering described in such written notice of its election to the Company from @Home within five ten (510) days Business Days after its receipt of the Company's such notice pursuant to this Section 3.1(a). A Stockholder's election pursuant to this Section 3.1(a) must has been given by @Home (with such request stating (i) specify the amount of Registrable Securities desired Shares to be included in such registration by such Stockholder and (ii) include any other information that the Company @Home reasonably requests be included in such registration statement) (such registration, an "INCIDENTAL REGISTRATION"). Upon its receipt of a Stockholder's election pursuant to this Section 3.1(a)such request, the Company @Home will, subject to the provisions of Section 3.23(b) below, use its reasonable best efforts to include in cause all such registration all Registrable Securities Shares requested to be included in such Incidental Registration to be so included. Any registration of Registrable Securities pursuant to this Section 3 is referred to as an "Incidental Registration."

Notice of Incidental Registration. (a) Subject to Section 3.1(b) and Section 3.1(c), if the Company Holding at any time after the date hereof proposes to register under the Securities Act any shares securities of the same class as any of the Registrable Securities (whether in an underwritten public offering or otherwise and whether or not for the account of the Company Holding or for any stockholder unitholder of the CompanyHolding, including Selling Stockholders Unitholders registering Registrable Shares Securities in a Demand Registration pursuant to Section 22.2), in a manner that would permit the registration under the Securities Act of Registrable Securities for sale to the public, the Company Holding will give written notice to each Stockholder the Unitholder Representative of its intention to do so not later than ten (10) days prior to the anticipated filing date of the applicable Registration Statement. If the proposed registration is intended to be a Demand Registration, the Company Holding shall give the notice described in the preceding sentence but only to the Stockholders those Unitholders that did not previously elect to become Demanding Stockholders Unitholders pursuant to Section 2 2.2 with respect to such registration. Any Stockholder Unitholder may elect to participate in such registration on the same basis as the planned method of distribution contemplated by the proposed registration by delivering written notice of its election to the Company Holding within five (5) days after its receipt of the CompanyHolding's notice pursuant to this Section 3.1(a). A StockholderUnitholder's election pursuant to this Section 3.1(a) must (i) specify the amount of Registrable Securities desired to be included in such registration by such Stockholder Unitholder and (ii) include any other information that the Company Holding reasonably requests be included in such registration statement. Upon its receipt of a StockholderUnitholder's election pursuant to this Section 3.1(a), the Company Holding will, subject to Section 3.2, use its reasonable best efforts to include in such registration all Registrable Securities requested to be included. Any registration of Registrable Securities pursuant to this Section Article 3 is referred to as an "Incidental Registration."

Notice of Incidental Registration. (a) Subject to Section 3.1(b) and Section 3.1(c), if the Company Charter at any time proposes to register under the Securities Act any shares of the same class as any of the Registrable Securities (whether in an underwritten public offering or otherwise and whether or not for the account of the Company Charter or for any stockholder of the CompanyCharter, including Selling Stockholders registering Registrable Shares Securities in a Demand Registration pursuant to Section 22.2), in a manner that would permit the registration under the Securities Act of Registrable Securities for sale to the public, the Company Charter will give written notice to each Stockholder of its intention to do so not later than ten (10) days prior to the anticipated filing date of the applicable Registration Statement. If the proposed registration is intended to be a Demand Registration, the Company Charter shall give the notice described in the preceding sentence but only to the Stockholders that did not previously elect to become Demanding Stockholders pursuant to Section 2 2.2 with respect to such registration. Any Stockholder may elect to participate in such registration on the same basis as the planned method of distribution contemplated by the proposed registration by delivering written notice of its election to the Company Charter within five (5) days after its receipt of the CompanyCharter's notice pursuant to this Section 3.1(a). A Stockholder's election pursuant to this Section 3.1(a) must (i) specify the amount of Registrable Securities desired to be included in such registration by such Stockholder and (ii) include any other information that the Company Charter reasonably requests be included in such registration -12- 107 statement. Upon its receipt of a Stockholder's election pursuant to this Section 3.1(a), the Company Charter will, subject to Section 3.2, use its reasonable best efforts to include in such registration all Registrable Securities requested to be included. Any registration of Registrable Securities pursuant to this Section 3 is referred to as an "Incidental Registration."